Magellan Mortgages No. 2 plc
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE UNITED STATES) OR TO ANY U.S. PERSON OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
THIS DOCUMENT IS NOT ADDRESSED TO ANY PERSON RESIDENT OR ACTING THROUGH AN ESTABLISHMENT IN PORTUGAL UNDER ANY CIRCUMSTANCES WHICH ARE DEEMED TO BE A PUBLIC OFFER UNDER THE PORTUGUESE SECURITIES CODE (DECREE-LAW NO. 486/99 OF 13 NOVEMBER 1999).
29 June 2012
BANCO COMERCIAL PORTUGUÊS, S.A. ANNOUNCES RESULTS OF OFFERS
Further to its announcement dated 20 June 2012, Banco Comercial Português, S.A.(the "Purchaser") hereby announces the results of its invitation (subject to certain offer restrictions) to Holders of the Series of Notes specified below to submit Offers to sell their Notes to the Purchaser for cash in accordance with an unmodified Dutch auction procedure, save for the Fixed Price Notes where the invitation for offers were at a fixed price of 86 per cent. of the nominal amount (the "Invitation").
The Invitation was made on the terms of, and subject to the conditions contained in, the invitation for offers dated 20 June 2012 (the "Invitation for Offers") and expired at 5:00 p.m. CET on 28 June 2012 (the "Expiration Time").
The Purchaser proposed to accept for purchase Notes up to a maximum (amortised) principal amount of €300,000,000 across all Series of Notes combined (the "Maximum Invitation Amount"), on the terms and subject to the conditions contained in the Invitation for Offers.
The Purchaser has decided to accept for purchase EUR 486,981,370.60 in Outstanding Principle Amount of the validly tendered Notes. This requires an increase in the Maximum Invitation Amount in accordance with the Conditions contained in the Invitation for Offers which is raised to EUR 486,981,370.60.
There will be no pro-ration of any Series of Notes. The following table sets out the Series Acceptance Amounts for each Series of Notes:
Capitalised terms used in this announcement and not otherwise defined herein shall have the meanings ascribed to them in the Invitation for Offers.
DETAILS OF THE DUTCH AUCTION NOTES
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Original Principal Amount
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Outstanding Principal Amount[1]
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Magellan Mortgages No.2 plc
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Class A Mortgage Backed Floating Rate Notes due 2036
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€930,000,000.00
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€186,980,220.00i
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€621,256.86
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Magellan Mortgages No.2 plc
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Class B Mortgage Backed Floating Rate Notes due 2036
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€40,000,000.00
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€40,000,000.00ii
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€360,000.00
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Magellan Mortgages No.2 plc
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Class C Mortgage Backed Floating Rate Notes due 2036
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€25,000,000.00
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€25,000,000.00iii
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€6,100,000.00
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Magellan Mortgages No.2 plc
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Class D Mortgage Backed Floating Rate Notes due 2036
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€5,000,000.00
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€5,000,000.00iv
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-
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Magellan Mortgages No.3 plc
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Class A Mortgage Backed Floating Rate Notes due 2058
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€1,413,750,000.00
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€549,113,223.80v
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€99,456,008.54
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Magellan Mortgages No.3 plc
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Class B Mortgage Backed Floating Rate Notes due 2058
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€33,750,000.00
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€16,492,983.80vi
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€7,012,572.35
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Magellan Mortgages No.3 plc
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Class C Mortgage Backed Floating Rate Notes due 2058
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€15,750,000.00
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€7,696,725.80vii
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€3,420,767.00
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Magellan Mortgages No.3 plc
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Class D Mortgage Backed Floating Rate Notes due 2058
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€36,750,000.00
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€17,959,026.80viii
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€13,609,765.85
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i At the date hereof, the Purchaser (including any of its subsidiaries) holds €18,836,749.26 in principal amount of this Series of Notes.
ii At the date hereof, the Purchaser (including any of its subsidiaries) holds €0.00 in principal amount of this Series of Notes.
iii At the date hereof, the Purchaser (including any of its subsidiaries) holds €0.00 in principal amount of this Series of Notes.
iv At the date hereof, the Purchaser (including any of its subsidiaries) holds €1,500,000.00 in principal amount of this Series of Notes.
v At the date hereof, the Purchaser (including any of its subsidiaries) holds €25,790,357.60 in principal amount of this Series of Notes.
vi At the date hereof, the Purchaser (including any of its subsidiaries) holds €7,403,517.15 in principal amount of this Series of Notes.
vii At the date hereof, the Purchaser (including any of its subsidiaries) holds €1,050,664.15 in principal amount of this Series of Notes.
viii At the date hereof, the Purchaser (including any of its subsidiaries) holds €4,349,260.90 in principal amount of this Series of Notes.
DETAILS OF THE FIXED PRICE NOTES
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Outstanding Principal Amount
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Banco Comercial Português, S.A.
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Floating Rates Notes due 2014
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€1,250,000,000.00ix
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€356,401,000.00
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ix At the date hereof, the Purchaser (including any of its subsidiaries) holds €190,465,000.00 in principal amount of this Series of Notes.
The Purchaser will pay the Offer Price in respect of each Offer which is accepted, each at a price equal to or less than the Actual Maximum Purchase Price, plus Accrued Interest.
The Settlement Date is expected to be 3 July 2012 on which the Purchaser will pay for Notes purchased in immediately available funds in cash.
The Dealer Managers
Banco Comercial Português, S.A., through its Millennium investment banking division
Avenida José Malhoa 27, Piso 1
1099-010 Lisboa
Portugal
Tel: +351 217 213 131/+351 217 213 123
Attn: Syndicate Desk
Email: estruturados@millenniumbcp.pt
Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
Tel: +44 (0)20 7545 8011
Attn: Liability Management Group
Email: liability.management@db.com
UBS Limited
1 Finsbury Avenue
London EC2M 2PP
United Kingdom
Tel:+44 207 567 0525
Attn: Liability Management Group
E-mail: ol-liability-management@ubs.com
Any questions or requests for assistance in connection with the delivery of Electronic Offer Instructions or requests for copies of the Invitation for Offers or related documents, which may be obtained free of charge (subject to the restrictions set out in Jurisdictional Restrictions of the Invitation for Offers and this announcement), may be directed to:
The Tender Agent
Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
United Kingdom
Tel: +44 (0)20 7704 0880
Attention: Thomas Choquet/Yves Theis
Email: bcp@lucid-is.com
The Dealer Managers do not take responsibility for the contents of this announcement and none of the Purchaser, the Issuers, the Tender Agent, or any of their respective directors, employees or affiliates makes any representation or recommendation whatsoever regarding the Invitation, or any recommendation as to whether Holders should participate in the Invitation.
No invitation to offer to sell any Notes is being made pursuant to this announcement. Any such invitation is only being made in the Invitation for Offers and any such acquisition or acceptance of the invitation should be made solely on the basis of information contained therein. This announcement must be read in conjunction with the Invitation for Offers; both contain important information which should be read carefully before any decision is made with respect to the Invitation.
If any Holder is in any doubt as to the action it should take or is unsure of the impact of the Invitation it is recommended to seek its own financial and legal advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser.
This announcement has been issued through the Companies Announcement Service of
the Irish Stock Exchange.